Common use of First Tranche Closing Clause in Contracts

First Tranche Closing. (1) The First Tranche Closing will take place electronically, or at such location or in such other manner as the Company and the Purchaser may agree, at the First Tranche Closing Time. (2) At the First Tranche Closing, the Purchaser shall deliver, or cause to be delivered, to the Company: (a) Proceeds - the First Tranche Subscription Proceeds in accordance with Section 2.1(2); (b) Certificate of Status - a certificate of status or equivalent for the Purchaser dated no earlier than one Business Day prior to the First Tranche Closing Date; (c) Bring Down Certificate - a certificate from a duly authorized officer of the Purchaser certifying that the conditions set forth in Section 5.2(1)(a), Section 5.2(1)(b) and Section 5.2(1)(d) and have been satisfied; and (d) Transaction Agreements - the other Transaction Agreements executed by the Purchaser and/or its applicable Affiliates, as applicable. (3) At the First Tranche Closing, the Company shall deliver, or cause to be delivered, to the Purchaser: (a) Certificate of Status - a certificate of status or equivalent for the Company and each of the Company's Subsidiaries dated no earlier than one Business Day prior to the First Tranche Closing Date; (b) Bring Down Certificate - a certificate from a duly authorized officer of the Company certifying that the conditions set forth in Section 5.2(1)(a) and Section 5.2(1)(b) have been satisfied; (c) Transaction Agreements - the other Transaction Agreements executed by the Company and/or its applicable Affiliates, as applicable; (d) Shareholder Approval - evidence satisfactory to the Purchaser, acting reasonably, that the Company Shareholders have approved the Transaction Resolutions for the purposes of all applicable Laws; (e) DRS Statements - the DRS statements representing the Subscription Shares registered in accordance with Section 2.1(4) against payment by the Purchaser of the First Tranche Subscription Proceeds payable pursuant to Section 2.1(2); (f) Transfer Agent Certificate - a certificate from TSX Trust Company, the Company's transfer agent, confirming the issued and outstanding Shares as at the close of business on the Business Day immediately prior to the First Tranche Closing Date;

First Tranche Closing. (1a) The First Tranche Closing will take place electronically, or at such location or in such other manner as the Company and the Purchaser Investor may agree, at the First Tranche Closing Time. (2b) At the First Tranche Closing, the Purchaser Investor shall deliver, or cause to be delivered, delivered to the Company: (ai) Proceeds - the First Tranche Subscription Proceeds Proceeds, in accordance with Section 2.1(2‎2.1(b); (bii) Certificate of Status - a certificate of status or equivalent for the Purchaser dated no earlier than one Business Day prior to the First Tranche Closing Date; (c) Bring Down Certificate - a certificate from a duly authorized senior officer of the Purchaser Investor certifying that the conditions condition set forth in Section 5.2(1)(a), Section 5.2(1)(b‎6.3(a) and Section 5.2(1)(d) and have has been satisfied; (iii) the Key Transaction Agreements duly executed by the Investor, and any of its Affiliates that are parties thereto; and (div) Transaction Agreements - such other documentation as the other Transaction Agreements executed by Company may reasonably request in form and substance satisfactory to each of the Purchaser and/or its applicable AffiliatesCompany and the Investor, as applicableacting reasonably. (3c) At the First Tranche Closing, the Company shall deliver, or cause to be delivered, to the PurchaserInvestor: (ai) Certificate of Status - a certificate of status good standing (or equivalent for equivalent) with respect to the Company and each of the Company's Material Subsidiaries dated no earlier than one issued the Business Day prior to the First Tranche Closing Date; (bii) Bring Down Certificate - a certificate from a duly authorized officer of the Company certifying (A) the articles and notice of articles of the Company, (B) the incumbency of signing officers of the Company, and (C) the corporate resolutions of the Company approving the execution and delivery of, and performance of the Company’s obligations under, this Agreement; (iii) a certificate from the Chief Executive Officer and Chief Financial Officer of the Company certifying that the conditions set forth in Section 5.2(1)(aSections ‎6.4(a) and Section 5.2(1)(b‎6.4(b) have been satisfied; (civ) Transaction Agreements - a customary legal opinion (including customary assumptions, qualifications and reliances) dated on or prior to the other Transaction Agreements executed by First Tranche Closing Date addressed to the Investor, in form and substance satisfactory to the Investor and its counsel, acting reasonably, from counsel to the Company and/or its applicable Affiliates, as applicablewith respect to corporate and securities matters of Canadian law relating to the transactions contemplated by this Agreement; (dv) Shareholder Approval - a customary title opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ addressed to the Investor, in respect of the mineral claims and leases of mineral claims forming part of the Project Real Property, as defined in the Credit Agreement, in form and substance satisfactory to the Investor, acting reasonably; (vi) evidence satisfactory to the Purchaser, acting reasonably, that Investor of the Company Shareholders have approved conditional acceptance (which shall be subject only to customary conditions) by the Transaction Resolutions TSX for the purposes of all applicable Laws; (e) DRS Statements - the DRS statements representing the Subscription Shares registered in accordance with Section 2.1(4) against payment by the Purchaser listing of the First Tranche Subscription Proceeds payable pursuant to Section 2.1(2)Shares; (fvii) Transfer Agent Certificate - a certificate from TSX Trust Company, the Company's transfer agent, confirming agent of the Company certifying (A) its appointment as transfer agent and registrar of the Common Shares and (B) the issued and outstanding Common Shares of the Company as at the close of business on the Business Day immediately day prior to the First Tranche Closing Date; (viii) the First Tranche Shares in electronic format, in a form satisfactory to the Investor, acting reasonably, registered in the name of the Investor or an Affiliate thereof, as designated by the Investor (or as the Investor may otherwise direct, if being issued to be held with an investment dealer) and duly issued by the Company and registered in the share register of the Company in the name of the Investor, or any such Affiliate or other nominee, as applicable; (ix) the Key Transaction Agreements duly executed by the Company and any of its Subsidiaries that are parties thereto; (x) a copy of all Material Project Authorizations and Material Contracts, as such terms are defined in the Credit Agreement, that have been entered into by the First Tranche Closing Date, as applicable; (xi) a copy of the Anti-Corruption Policy, as defined in the Credit Agreement; and (xii) such other documentation as the Investor may reasonably request in form and substance satisfactory to each of the Company and the Investor, acting reasonably.